<PAGE> 1
As filed with the Securities and Exchange Commission on September __, 1995
Registration No. 33- 84002
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------
CABOT MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey 23-2240207
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
2150 CABOT BOULEVARD WEST
LONGHORNE, PA 19047
(215) 752-8300
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
--------------
CABOT MEDICAL CORPORATION NON-QUALIFIED STOCK OPTION PLAN
CABOT MEDICAL CORPORATION INDEPENDENT DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
(Full title of the Plans)
--------------
RICHARD A. AUHLL
CHIEF EXECUTIVE OFFICER
CABOT MEDICAL CORPORATION
2150 CABOT BOULEVARD WEST
LONGHORNE, PA 19047
(215) 752-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copy to:
ROBERT B. JACK, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
FAX: (415) 496-4088
================================================================================
<PAGE> 2
Registration Statement No. 33-84002 (the "Registration Statement")
covered 2,478,301 of common stock, no par value ("Cabot Common Stock"), of Cabot
Medical Corporation, a New Jersey corporation ("Cabot"), consisting of shares
issuable pursuant to the following plans on a delayed or continuous basis: the
Cabot Medical Corporation Non-Qualified Stock Option Plan and the Cabot Medical
Corporation Independent Directors' Non-Qualified Stock Option Plan (The
"Plans").
On August 28, 1995, pursuant to the terms of an Amended and Restated
Agreement and Plan of Reorganization, dated as of July 10, 1995 (the "Merger
Agreement"), by and among Circon Corporation ("Circon"), Circon Sub Corp. and
Cabot, Cabot became a wholly-owned subsidiary of Circon and each share of Cabot
Common Stock (other than dissenters' shares and shares owned by Circon Sub
Corp., Circon or any direct or indirect wholly-owned subsidiary of Circon or
Cabot) was converted into 0.415 shares of Circon Common Stock and all
outstanding options under the Plans were assumed by Circon, so that all such
options are now exercisable for shares of Circon Common Stock. In connection
with this transaction, Cabot has filed a Certification and Notice of Termination
of Registration under 12(g) of the Securities Exchange Act of 1934 to terminate
the registration of Cabot Common Stock.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Act") and the undertaking contained in the Registration Statement
pursuant to Item 512(a)(3) of Regulation S-K under the Act, Cabot hereby removes
from registration the shares of Cabot Common Stock that remain unsold as of the
date hereof.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Barbara, California, on September 1, 1995.
CABOT MEDICAL CORPORATION
By: /S/ RICHARD A. AUHLL
-------------------------------------------
Richard A. Auhll
Chief Executive Officer
